0001140361-14-016822 Sample Contracts

Essex Portfolio, L.P., as Issuer Essex Property Trust, Inc., as Guarantor U.S. Bank National Association, as Trustee
Indenture • April 16th, 2014 • Essex Portfolio Lp • Real estate investment trusts • New York

INDENTURE dated as of April 15, 2014 among Essex Portfolio, L.P., a California limited partnership (hereinafter called the “Issuer”), Essex Property Trust, Inc., a Maryland corporation (hereinafter called the “Guarantor” or, in its capacity as the sole general partner of the Issuer, the “General Partner”), each having its principal office at Essex Portfolio, L.P., 925 East Meadow Drive, Palo Alto, California 94303, and U.S. Bank National Association, as trustee hereunder (hereinafter called the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer’s 3.875% Senior Notes due 2024 (hereinafter called the “Notes”) guaranteed by the Guarantor.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2014 • Essex Portfolio Lp • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated as of April 15, 2014 (the “Agreement”) is entered into by and among Essex Portfolio, L.P., a California limited partnership (the “Operating Partnership”), Essex Property Trust, Inc., a Maryland corporation (the “Guarantor”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”).

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